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EX-32.1 - EX-32.1 - Gevo, Inc.gevo-ex321_8.htm
EX-31.2 - EX-31.2 - Gevo, Inc.gevo-ex312_7.htm
EX-31.1 - EX-31.1 - Gevo, Inc.gevo-ex311_6.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

Commission File Number 001-35073

 

GEVO, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

87-0747704

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

345 Inverness Drive South, Building C, Suite 310

Englewood, CO 80112

(303) 858-8358

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer

 

  

Accelerated filer

 

 

Non-accelerated filer

 

 

  (Do not check if a smaller reporting company)

  

 

Smaller reporting company

 

 

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

As of October 31, 2017, 21,810,552 shares of the registrant’s common stock were outstanding.

 

 

 

 

 


 

GEVO, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017

INDEX

 

 

 

 

Page

 

 

PART I. FINANCIAL INFORMATION

 

Item 1.

 

Financial Statements

3

 

 

Consolidated Balance Sheets as of September 30, 30, 2017 (unaudited) and December 31, 2016

3

 

 

Consolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016 (unaudited)

4

 

 

Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (unaudited)

5

 

 

Notes to Unaudited Consolidated Financial Statements

7

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

29

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

40

Item 4.

 

Controls and Procedures

40

 

 

 

PART II. OTHER INFORMATION

 

Item 1.

 

Legal Proceedings

41

Item 1A.

 

Risk Factors

41

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

43

Item 3.

 

Defaults Upon Senior Securities

43

Item 4.

 

Mine Safety Disclosures

43

Item 5.

 

Other Information

44

Item 6.

 

Exhibits

45

 

 

Signatures

48

 

 

 

2


 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

 

GEVO, INC.

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

 

 

(unaudited)

 

 

 

 

 

 

September 30,

 

 

December 31,

 

 

2017

 

 

2016

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

14,764

 

 

$

27,888

 

Accounts receivable

 

1,243

 

 

 

1,122

 

Inventories

 

4,331

 

 

 

3,458

 

Prepaid expenses and other current assets

 

828

 

 

 

850

 

Total current assets

 

21,166

 

 

 

33,318

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

71,917

 

 

 

75,592

 

Restricted deposits

 

-

 

 

 

2,611

 

Deposits and other assets

 

803

 

 

 

803

 

Total assets

$

93,886

 

 

$

112,324

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

5,129

 

 

 

6,193

 

2017 Notes recorded at fair value

 

-

 

 

 

25,769

 

2020 Notes embedded derivative liability

 

6,453

 

 

 

-

 

Derivative warrant liability

 

2,139

 

 

 

2,698

 

Total current liabilities

 

13,721

 

 

 

34,660

 

 

 

 

 

 

 

 

 

2020 Notes, net

 

13,108

 

 

 

-

 

2022 Notes, net

 

515

 

 

 

8,221

 

Other long-term liabilities

 

142

 

 

 

179

 

Total liabilities

 

27,486

 

 

 

43,060

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (see Note 11)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

Common Stock, $0.01 par value per share; 250,000,000 authorized, 19,868,254

   and 7,074,246 shares issued and outstanding at September 30, 2017 and

   December 31, 2016, respectively.

 

199

 

 

 

71

 

Additional paid-in capital

 

463,165

 

 

 

445,913

 

Accumulated deficit

 

(396,964

)

 

 

(376,720

)

Total stockholders' equity

 

66,400

 

 

 

69,264

 

Total liabilities and stockholders' equity

$

93,886

 

 

$

112,324

 

 

See notes to unaudited consolidated financial statements.

 

 

 

3


 

GEVO, INC.

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Revenue and cost of goods sold

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ethanol sales and related products, net

$

7,376

 

 

$

6,363

 

 

$

19,709

 

 

$

19,288

 

Hydrocarbon revenue

 

235

 

 

 

451

 

 

 

984

 

 

 

1,462

 

Grant and other revenue

 

88

 

 

 

130

 

 

 

163

 

 

 

627

 

Total revenues

 

7,699

 

 

 

6,944

 

 

 

20,856

 

 

 

21,377

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

9,709

 

 

 

9,650

 

 

 

28,822

 

 

 

28,862

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross loss

 

(2,010

)

 

 

(2,706

)

 

 

(7,966

)

 

 

(7,485

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development expense

 

1,210

 

 

 

1,156

 

 

 

4,318

 

 

 

3,670

 

Selling, general and administrative expense

 

1,893

 

 

 

2,273

 

 

 

6,190

 

 

 

6,337

 

Total operating expenses

 

3,103

 

 

 

3,429

 

 

 

10,508

 

 

 

10,007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(5,113

)

 

 

(6,135

)

 

 

(18,474

)

 

 

(17,492

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (expense) income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(811

)

 

 

(2,100

)

 

 

(2,152

)

 

 

(6,497

)

(Loss) on exchange of debt

 

-

 

 

 

(920

)

 

 

(4,933

)

 

 

(920

)

(Loss)/Gain on extinguishment of warrant liability

 

-

 

 

 

5

 

 

 

-

 

 

 

(918

)

(Loss) from change in fair value of the 2017 Notes

 

-

 

 

 

(1,854

)

 

 

(339

)

 

 

(3,629

)

(Loss)/Gain from change in fair value of derivative warrant liability

 

(413

)

 

 

1,154

 

 

 

5,106

 

 

 

(4,171

)

Gain from change in fair value of 2020 notes embedded derivative

 

2,184

 

 

 

-

 

 

 

522

 

 

 

-

 

(Loss) on issuance of equity

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,519

)

Other income / (expense)

 

-

 

 

 

1

 

 

 

26

 

 

 

207

 

Total other expense, net

 

960

 

 

 

(3,714

)

 

 

(1,770

)

 

 

(17,447

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(4,153

)

 

$

(9,849

)

 

$

(20,244

)

 

$

(34,939

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share  - basic and diluted

$

(0.25

)

 

$

(2.04

)

 

$

(1.40

)

 

$

(12.41

)

Weighted-average number of common shares outstanding -

   basic and diluted

 

16,508,158

 

 

 

4,837,698

 

 

 

14,506,448

 

 

 

2,814,266

 

 

See notes to unaudited consolidated financial statements.

 

 

 

4


 

GEVO, INC.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

Nine Months Ended September 30,

 

 

2017

 

 

2016

 

Operating Activities

 

 

 

 

 

 

 

Net loss

$

(20,244

)

 

$

(34,939

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Loss/(Gain) from change in fair value of derivative warrant liability

 

(5,497

)

 

 

4,171

 

(Gain) from change in fair value of 2020 embedded derivative

 

(522

)

 

 

-

 

Loss from the change in fair value of the 2017 notes

 

339

 

 

 

3,629

 

Loss on exchange of debt

 

4,933

 

 

 

920

 

Loss/(Gain) on extinguishment of warrant liability

 

392

 

 

 

918

 

Loss on issuance of equity

 

-

 

 

 

1,519

 

Stock-based compensation

 

323

 

 

 

812

 

Depreciation and amortization

 

4,994

 

 

 

5,038

 

Non-cash interest expense

 

579

 

 

 

3,339

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

(121

)

 

 

312

 

Inventories

 

(873

)

 

 

284

 

Prepaid expenses and other current assets

 

22

 

 

 

(113

)

Accounts payable, accrued expenses, and long-term liabilities

 

(766

)

 

 

(2,095

)

Net cash used in operating activities

 

(16,441

)

 

 

(16,205

)

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

Acquisitions of property, plant and equipment

 

(1,682

)

 

 

(5,520

)

Net cash used in investing activities

 

(1,682

)

 

 

(5,520

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

Payments on secured debt

 

(9,791

)

 

 

(504

)

Debt and equity offering costs

 

(1,071

)

 

 

(3,295

)

Proceeds from issuance of common stock and common stock warrants

 

11,044

 

 

 

28,661

 

Proceeds from the exercise of warrants

 

2,206

 

 

 

10,895

 

Release of restricted cash held as collateral on 2017 Notes

 

2,611

 

 

 

-

 

Net cash provided by financing activities

 

4,999

 

 

 

35,757

 

 

 

 

 

 

 

 

 

Net (decrease)/increase in cash and cash equivalents

 

(13,124

)

 

 

14,032

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

Beginning of period

 

27,888

 

 

 

17,031

 

End of period

$

14,764

 

 

$

31,063

 

 

See notes to unaudited consolidated financial statements.

 

5


 

GEVO, INC.  

Consolidated Statements of Cash Flows - Continued

(in thousands)

(unaudited)

 

Supplemental disclosures of cash and non-cash investing

Nine Months Ended September 30,

 

and financing transactions

2017

 

 

2016

 

Cash paid for interest, net of interest capitalized

$

2,142

 

 

$

3,102

 

Non-cash purchase of property, plant and equipment

$

150

 

 

$

140

 

Exchange of convertible debt into common stock

$

8,653

 

 

$

11,400

 

Accrued debt issue  costs

$

29

 

 

$

-

 

Discount due to exchange of 2017 Notes for 2020 Notes

$

3,009

 

 

$

-

 

Fair value of 2020 Notes embedded derivative upon exchange

$

6,975

 

 

$

-

 

Fair value of warrants at issuance and upon exercise, net

$

4,546

 

 

$

13,408

 

 

See notes to unaudited consolidated financial statements.

 

 

 

6


 

GEVO, INC.

Notes to Unaudited Consolidated Financial Statements

 

1. Nature of Business, Financial Condition, Basis of Presentation and Reverse Stock Split

Nature of Business. Gevo, Inc. (“Gevo” or the “Company,” which, unless otherwise indicated, refers to Gevo, Inc. and its subsidiaries) is a renewable chemicals and next generation biofuels company focused on the development and commercialization of alternatives to petroleum-based products using isobutanol produced from renewable feedstocks. Gevo was incorporated in Delaware on June 9, 2005. Gevo formed Gevo Development, LLC (“Gevo Development”) in September 2009 to finance and develop biorefineries through joint venture, licensing arrangements, tolling arrangements or direct acquisition (see Note 8 Gevo Development). Gevo Development became a wholly-owned subsidiary of Gevo in September 2010. Gevo Development purchased Agri-Energy, LLC (“Agri-Energy”) in September 2010.

Through May 2012, Agri-Energy, was engaged in the business of producing and selling ethanol and related products produced at its production facility located in Luverne, Minnesota (the “Luverne Facility”). The Company commenced the retrofit of the Luverne Facility in 2011 and commenced initial startup operations for the production of isobutanol at this facility in May 2012.  In September 2012, the Company made the strategic decision to pause isobutanol production at the Luverne Facility to focus on optimizing specific parts of the process to further enhance isobutanol production rates.  

In 2013, the Company modified the Luverne Facility in order to (i) significantly reduce previously identified infections, (ii) demonstrate that its biocatalyst performs in the one million liter fermenters at the Luverne Facility, and (iii) confirm GIFT ® efficacy at commercial scale at the Luverne Facility.  

In 2014, the Company further reconfigured the Luverne Facility to enable the co-production of both isobutanol and ethanol, leveraging the flexibility of its GIFT ® technology, with one fermenter utilized for isobutanol production and three fermenters utilized for ethanol production. In line with the Company’s strategy to maximize asset utilization and site cash flows, the Company believes that this configuration of the Luverne Facility should allow it to continue to optimize its isobutanol technology at a commercial scale, while taking advantage of potentially superior ethanol contribution margins. As a result, during certain periods the Company may only produce ethanol at the Luverne Facility. In addition, the condition of two of the Luverne Facility’s oldest fermentation vessels may limit the Company’s ability to co-produce isobutanol and ethanol. Therefore, the Company expects to focus on the production of ethonal and produce limited volumes of isobutanol until one or both of these fermentation vessels have been repaired or replaced.

As of September 30, 2017, the Company continues to engage in research and development, business development, business and financial planning, optimizing operations for isobutanol, hydrocarbon and ethanol production and raise capital to fund future expansion of its Luverne Facility for increased isobutanol and hydrocarbon production. Ultimately, the Company believes that the attainment of profitable operations is dependent upon future events, including (i) completing its development activities resulting in commercial production and sales of isobutanol or isobutanol-derived products and/or technology, (ii) obtaining adequate financing to complete its development activities, (iii) obtaining adequate financing to build out further isobutanol and hydrocarbon production capacity, (iv) gaining market acceptance and demand for its products and services, and (v) attracting and retaining qualified personnel.

The Company has primarily derived revenue from the sale of ethanol, distiller’s grains and other related products produced as part of the ethanol production process at the Luverne Facility. The production of ethanol alone is not the Company’s intended business and its future strategy is expected to depend on its ability to produce and market isobutanol and products derived from isobutanol.  As a result, the historical operating results of the Company may not be indicative of future operating results for Agri-Energy or Gevo.

Financial Condition. For the nine months ended September 30, 2017 and 2016, the Company incurred a consolidated net loss of $20.2 million and $34.9 million, respectively, and had an accumulated deficit of $397.0 million at September 30, 2017. The Company’s cash and cash equivalents at September 30, 2017 totaled $14.8 million and are expected to be used for the following purposes: (i) operating activities of the Luverne Facility; (ii) operating activities at the Company’s corporate headquarters in Colorado, including research and development work; (iii) capital improvements primarily associated with the Luverne Facility; (iv) costs associated with optimizing isobutanol production technology; (v) exploration of strategic alternatives and new financings; and (vi) debt service  and repayment obligations.

The Company expects to incur future net losses as it continues to fund the development and commercialization of its product candidates. To date, the Company has financed its operations primarily with proceeds from multiple sales of equity and debt securities, borrowings under debt facilities and product sales. The Company’s transition to profitability is dependent upon, among other things, the successful development and commercialization of its product candidates and the achievement of a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability or positive cash flows, and unless and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations through

7


GEVO, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

additional private and/or public offerings of debt or equity securities.  In addition, the Company may seek additional capital through arrangements with strategic partners or from other sources, it may seek to restructure its debt and it will continue to address its cost structure. Notwithstanding, there can be no assurance that the Company will be able to raise additional funds, or achieve or sustain profitability or positive cash flows from operations. Existing working capital was not sufficient to meet the cash requirements to fund planned operations through the period that is one year after the date the Company’s audited 2016 year-end financial statements were issued.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s inability to continue as a going concern may potentially affect the Company’s rights and obligations under its senior secured debt and issued and outstanding convertible notes. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

Basis of Presentation. The unaudited consolidated financial statements of the Company (which include the accounts of its wholly-owned subsidiaries Gevo Development and Agri-Energy) have been prepared, without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company at September 30, 2017 and are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included under the heading “Financial Statements and Supplementary Data” in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “Annual Report”). 

Reverse Stock Split. On December 21, 2016, the Board of Directors approved an amendment to its Amended and Restated Certificate of Incorporation to effect a one-for-twenty reverse stock split of the Company’s common stock, par value $0.01 per share. The reverse stock split became effective January 5, 2017. Unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying consolidated financial statements have, where applicable, been adjusted retroactively to reflect this reverse stock split.

NASDAQ Market Price Compliance. On June 21, 2017, the Company received a letter from the staff (the “Staff”) of The NASDAQ Stock Market LLC (“NASDAQ”) providing notification that, for the previous 30 consecutive business days, the bid price for the Company’s common stock had closed below the $1.00 per share minimum bid price requirement for continued listing under NASDAQ Listing Rule 5550(a)(2). The notice has no immediate effect on the listing of the Company’s common stock, and the Company’s common stock will continue to trade on the NASDAQ Capital Market under the symbol “GEVO.”

If the Company does not regain compliance with the minimum bid price requirement by December 18, 2017, it may be eligible for an additional 180 calendar day compliance period, provided that it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the NASDAQ Capital Market, with the exception of the minimum bid price requirement, and it would need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, NASDAQ would notify the Company that its securities would be subject to delisting. In the event of such a notification, the Company may appeal the Staff’s determination to delist its securities, but there can be no assurance the Staff would grant the Company’s request for continued listing.

 

Recent Accounting Pronouncements

 

Revenue from Contracts with Customers (“ASU 2014-09”). In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. The objective of ASU 2014-09 is to outline a new, single comprehensive model to use in accounting for revenue arising from contracts with customers. The new revenue recognition model provides a five-step analysis for determining when and how revenue is recognized, depicting the transfer of promised goods or services to customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. ASU 2014-09 is effective for fiscal years and interim periods within those years beginning after December 15, 2016. Early adoption is permitted. On July 9, 2015, the FASB Board voted to delay the implementation of ASU 2014-09 by one year to December 15, 2017. In April 2016, the FASB issued Accounting Standards Update No. 2016-10 Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing (“ASU 2016-10”) which provides additional clarification regarding Identifying Performance Obligations and Licensing.  The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. The Company has not yet selected a transition method.

 

8


GEVO, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

The Company’s current and historical revenues have consisted of the following:  (a) ethanol sales and related products revenue, net; (b) Hydrocarbon revenue; and (c) grant and other revenue, which primarily has historically consisted of revenues from governmental and cooperative research grants. The following provides the Company’s initial assessment on how this standard will impact the aforementioned sources of revenue. However, given the complexity of this new standard and the Company is still in the process of further evaluation, the information below is subject to change and a different conclusion may be reached in the fourth quarter of 2017.  

 

Ethanol sales and related products revenues. Ethanol sales and related products revenues are sold to customers on a “free-on-board, shipping point” basis. Each transaction occurs independent of any other sale, and once sold, there are no future obligations on the part of the Company to provide post-sale support or promises to deliver future goods or services. The Company has and continues to sell close to 100 percent of its ethanol production to a single customer, representing 77.1% and 70.0% of total revenues for the nine-months ended September 30, 2017 and 2016, respectively. The Company completed its review of this customer and consistent with prior assessments, does not expect there to be any impact on how the Company has and will continue to account for sales of ethanol to this customer. The Company continues to evaluate other ethanol related product sale revenue streams, such as distiller’s grains and other ethanol related revenues to determine, what, if any, impact the new revenue recognition standard will have on the Company’s historical and future financial statements. However, the Company currently anticipates that there will be no material impact.

 

Hydrocarbon revenue. Hydrocarbon revenues include sales of alcohol-to-jet fuel (“ATJ”), isooctene and isooctane and is sold mostly on a “free-on-board, shipping point” basis. Each transaction occurs independent of any other sale, and once sold, there are no future obligations on the part of the Company provide post-sale support or promises to deliver future goods or services. The Company’s tentative assessment is that there will be no material impact, if any, to how the Company has historically recognized revenues prior to the upcoming adoption of ASU 2014-09.

 

Grant and other revenues. Grant and other revenues primarily has historically consisted of governmental and cooperative research grants, of which the Northwest Advanced Renewables Alliance (“NARA”) grant, funded by the United States Department of Agriculture (“USDA”), comprised the majority of those revenues since 2014. After initial review of this arrangement, the Company is preliminarily assessing that this grant does not qualify as a contract pursuant to Topic 606 “Revenues from Contracts with Customers”, which was established with the issuance of ASU 2014-09 due to the lack of any transfer of goods or services to the USDA. This could potentially alter the timing of revenue recognition compared to historical patterns, as revenue is generally deferred until consideration received is non-refundable when it is determined that an arrangement does not qualify as a contract. However, any impact is not expected to materially impact our financial statements.

Leases (“ASU 2016-02”). In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Topic 842 Leases. ASU-2016-02 requires leases to be reported on the financial statements. The objective is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Future minimum lease obligations for leases accounted for as operating leases at September 30, 2017 totaled $3.3 million. The Company is currently in the process of evaluating the impact of adoption of ASU 2016-02 on its consolidated financial statements.

 

Statement of Cash Flows, Classification of Certain Cash Receivable and Cash Payments (“ASU 2016-15”). In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows Classification of Certain Cash Receipts and Cash Payments which clarifies cash flow statement classification of eight specific cash flow issues. The purpose of ASU 2016-15 is to provide clarification and consistency for classifying the eight specific cash flow issues because current GAAP either is unclear or does not include specific guidance. The amendments in the update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently in the process of evaluating the impact of adoption of ASU 2016-15 on its consolidated statements of cash flows.

 

Statement of Cash Flows – Restricted Cash (“ASU 2016-18”). In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows Restricted Cash which standardizes the classification and presentation of changes in restricted cash on the statement of cash flows. This amendment requires that that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This amendment is effective for public business entities for fiscal years beginning after December 15, 2017, but early adoption is permitted. This standard must be applied retrospectively for all periods presented. Adoption of this standard will materially impact the presentation of the Company’s historical statement of cash flow due to the existence of approximately $2.6 million in restricted cash deposits relating to the 2017 Notes (see Note 5). However, this standard will not materially impact the Company prospectively as a result of the release of the restricted cash in April 2017 due to an amendment to the 2017 Notes (see Note 7).

9


GEVO, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

 

Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Provisions (“ASU 2017-11”). In July 2017, the FASB issued Accounting Standards Update No. 2017-11, Derivatives and Hedging (Topic 815) Accounting for Certain Financial Instruments with Down Round Provisions which simplifies the accounting for certain equity-linked financial instruments and embedded features with down round features that reduce the exercise price when the pricing of a future round of financing is lower. Currently, the existence of such features require classification outside of equity and recognition of changes in the fair value of the instrument in earnings each reporting period. This standard eliminates the need to remeasure the instruments at fair value and allows classification within equity. This standard will not materially impact the Company’s accounting, as current liability classified financial instruments and embedded derivatives that require separation from the host instrument have features other than down-round provisions that require current accounting and classification.

 

Adoption of New Accounting Pronouncements.

Simplifying the Measurement of Inventory (“ASU 2015-11”). In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory which requires an entity to measure in scope inventory at the lower of cost and net realizable value. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company adopted this standard for the year-ending December 31, 2017. Adoption of this standard does not materially impact the measurement of the Company’s inventory.

 

Derivatives and Hedging (Topic 815) Contingent Put and Call Options in Debt Instruments (“ASU 2016-06”).  In March 2016, the FASB issued Accounting Standards Update No. 2016-06, Derivatives and Hedging (Topic 815) Contingent Put and Call Options in Debt Instruments. Topic 815 requires that embedded derivatives be separated from the host contract and accounted for separately as derivatives if certain criteria are met. There are two approaches for determining if the criteria are met. The objective of ASU 2016-06 is intended to resolve the diversity in practice resulting from those two approaches. The Company adopted this standard in the first quarter of 2017.  The adoption of this new standard does not materially impact the Company’s consolidated financial statements.

 

Compensation—Stock Compensation (‘ASU 2016-09”). In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation—Stock Compensation. This standard was issued as part of its Simplification Initiative. The objective of the Simplification Initiative is to identify, evaluate, and improve areas of GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in ASU 2016-09 are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company adopted ASU 2016-09 effective as of January 1, 2017, and the adoption of this standard does not materially impact the Company’s accounting for stock compensation.

 

 

2. Earnings per Share

Basic net loss per share is computed by dividing the net loss attributable to Gevo common stockholders for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share (“EPS”) includes the dilutive effect of common stock equivalents and is computed using the weighted-average number of common stock and common stock equivalents outstanding during the reporting period. Diluted EPS for the nine months ended September 30, 2017 and 2016 excluded common stock equivalents because the effect of their inclusion would be anti-dilutive, or would decrease the reported loss per share.

10


GEVO, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

The following table sets forth securities outstanding that could potentially dilute the calculation of diluted earnings per share.

 

 

September 30,

 

 

2017

 

 

2016

 

Warrants to purchase common stock - liability classified (see Note 5)

 

9,952,373

 

 

 

1,467,882

 

Warrant to purchase common stock - equity classified

 

1,393

 

 

 

1,393

 

2017 Notes

 

-

 

 

 

75,192

 

2020 Notes

 

29,316,649

 

 

 

-

 

2022 Notes

 

301

 

 

 

6,442

 

Outstanding options to purchase common stock

 

76,915

 

 

 

35,756

 

Unvested restricted common stock

 

4,276

 

 

 

10,926

 

Total

 

39,351,907

 

 

 

1,597,591

 

 

 

3. Inventories

The following table sets forth the components of the Company’s inventory balances (in thousands).

 

 

September 30,

 

 

December 31,

 

 

2017

 

 

2016

 

Raw materials

 

 

 

 

 

 

 

Corn

$

78

 

 

$

108

 

Enzymes and other inputs

 

278

 

 

 

309

 

Nutrients

 

5

 

 

 

10

 

Finished goods

 

 

 

 

 

 

 

Ethanol

 

227

 

 

 

72

 

Isobutanol

 

1,214

 

 

 

755

 

Jet Fuels, Isooctane and Isooctene

 

535

 

 

 

519

 

Distiller's grains

 

52

 

 

 

-

 

Work in process - Agri-Energy

 

233

 

 

 

274

 

Work in process - Gevo

 

246

 

 

 

62

 

Spare parts

 

1,463

 

 

 

1,349

 

Total inventories

$

4,331

 

 

$

3,458

 

 

 

Work in process inventory includes unfinished jet fuel, isooctane, isooctene and isobutanol inventory. During 2016, the Company chose to classify isobutanol as a component of finished goods due to the increased production of isobutanol at our Luverne Facility and the positive market development and customer demand for isobutanol being sold directly into the market as a gasoline blendstock.

 

 

 

11


GEVO, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

4. Property, Plant and Equipment

The following table sets forth the Company’s property, plant and equipment by classification (in thousands).

 

 

Useful

September 30

 

 

December 31,

 

 

Life

2017

 

 

2016

 

Construction in progress

 

$

820

 

 

$

293

 

Plant machinery and equipment

10 years

 

16,011

 

 

 

15,397

 

Site improvements

10 years

 

7,051

 

 

 

7,050

 

Luverne retrofit asset

20 years

 

70,842

 

 

 

70,791

 

Lab equipment, furniture and fixtures and vehicles

5 years

 

6,513

 

 

 

6,431

 

Demonstration plant

2 years

 

3,597

 

 

 

3,597

 

Buildings

10 years

 

2,543

 

 

 

2,543

 

Computer, office equipment and software

3 years

 

1,626

 

 

 

1,594

 

Leasehold improvements, pilot plant, land and support equipment

2 - 5 years

 

2,537

 

 

 

2,526

 

Total property, plant and equipment

 

 

111,540

 

 

 

110,222

 

Less accumulated depreciation and amortization

 

 

(39,623

)

 

 

(34,630

)

Property, plant and equipment, net

 

$

71,917

 

 

$

75,592

 

 

Included in cost of goods sold is depreciation of $4.6 million and $4.5 million during the nine months ended September 30, 2017 and 2016, respectively.  

Included in operating expenses is depreciation of $0.4 million and $0.6 million during the nine months ended September 30, 2017 and 2016, respectively.  

 

 

5. Embedded Derivatives and Derivative Warrant Liabilities  

2020 Notes Embedded Derivative

In June 2017, the Company issued its 12% convertible senior secured notes due 2020 (the “2020 Notes”) in exchange for its 12.0% convertible senior secured notes due 2017 (the “2017 Notes”).  The 2020 Notes contain the following embedded derivatives: (i) a Make-Whole Payment (as defined in the indenture governing the 2020 Notes (the “2020 Notes Indenture”)) upon either conversion or redemption; (ii) right to redeem the outstanding principal upon a Fundamental Change (as defined in the 2020 Notes Indenture); (iii) issuer rights to convert into a limited number of shares in any given three-month period commencing nine -months from the issuance date and dependent on the stock price exceeding 150% of the then in-effect conversion price over a ten-business day period; and (iv) holder rights to convert into either shares of the Company’s common stock or pre-funded warrants upon the election of the holders of the 2020 Notes.

Embedded derivatives are separated from the host contract and the 2020 Notes, and carried at fair value when: (a) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract; and (b) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument. The Company has concluded that certain embedded derivatives within the 2020 Notes meet these criteria and, as such, must be valued separate and apart from the 2020 Notes as one embedded derivative and recorded at fair value each reporting period.

The Company used a binomial lattice model in order to estimate the fair value of the embedded derivative in the 2020 Notes. A binomial lattice model generates two probable outcomes, whether up or down, arising at each point in time, starting from the date of valuation until the maturity date. A lattice was initially used to determine if the 2020 Notes would be converted by the holder, called by the issuer, or held at each decision point. Within the lattice model, the following assumptions are made: (i) the 2020 Notes will be converted by the holder if the conversion value plus the holder’s Make-Whole Payment is greater than the holding value; or (ii) the 2020 Notes will be called by the issuer if (a) the stock price exceeds 150% of the then in-effect conversion price over a ten-business day period and (b) if the holding value is greater than the conversion value plus the Make-Whole Payment at the time.

Using this lattice model, the Company valued the embedded derivative using a “with-and-without method”, where the value of the 2020 Notes including the embedded derivative is defined as the “with”, and the value of the 2020 Notes excluding the embedded derivative is defined as the “without”. This method estimates the value of the embedded derivative by comparing the difference in the

12


GEVO, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

values between the 2020 Notes with the embedded derivative and the value of the 2020 Notes without the embedded derivative. The lattice model requires the following inputs: (i) price of Gevo common stock; (ii) Conversion Rate (as defined in the 2020 Notes Indenture); (iii) Conversion Price (as defined in the 2020 Notes Indenture); (iv) maturity date; (v) risk-free interest rate; (vi) estimated stock volatility; and (vii) estimated credit spread for the Company.

As of September 30, 2017 the estimated fair value of the embedded derivatives was $6.5 million.  Any change in the estimated fair value of the embedded derivatives represents an unrealized gain which has been recorded as $2.2 million and $0.5 million from the change in fair value of embedded derivatives in the consolidated statements of operations for the three and nine months ended September 30, 2017, respectively. The Company recorded the estimated fair value of the embedded derivative with the 2020 Notes, net in the consolidated balance sheets.

The following table sets forth the inputs to the lattice model that were used to value the embedded derivatives.

 

 

 

 

September 30,

 

 

June 20,

 

 

 

 

 

 

2017

 

 

2017 (*)

 

 

 

Stock price

 

 

$

0.62

 

 

$

0.62

 

 

 

Conversion Rate per $1,000

 

 

 

1,358.90

 

 

 

1,358.90

 

 

 

Conversion Price

 

 

$

0.7359

 

 

$

0.7359

 

 

 

Maturity date

 

 

March 15, 2020

 

 

March 15, 2020

 

 

 

Risk-free interest rate

 

 

 

1.53

%

 

 

1.45

%

 

 

Estimated stock volatility

 

 

 

80.0

%

 

 

80.0

%

 

 

Estimated credit spread

 

 

 

28.5

%

 

 

26.0

%

 

 

 * - The June 20, 2017 inputs represent the initial valuation of the 2020 Notes Embedded Derivative instrument that arose due to the exchange of the 2017 Notes for the 2020 Notes.

Changes in certain inputs into the lattice model can have a significant impact on changes in the estimated fair value of the embedded featured within the 2020 Notes. For example, the estimated fair value will generally decrease with: (1) a decline in the stock price; (2) decreases in the estimated stock volatility; and (3) a decrease in the estimated credit spread.

2022 Notes Embedded Derivative

In July 2012, the Company issued 7.5% convertible senior notes due July 2022 (the “2022 Notes”) which contain the following embedded derivatives: (i) rights to convert into shares of the Company’s common stock, including upon a Fundamental Change (as defined in the indenture governing the 2022 Notes (the “2022 Notes Indenture”)); and (ii) a Coupon Make-Whole Payment (as defined in the 2022 Notes Indenture) in the event of a conversion by the holders of the 2022 Notes prior to July 1, 2017.

Embedded derivatives are separated from the host contract, the 2022 Notes, and carried at fair value when: (a) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract; and (b) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument. The Company has concluded that the embedded derivatives within the 2022 Notes meet these criteria and, as such, must be valued separate and apart from the 2022 Notes as one embedded derivative and recorded at fair value each reporting period.

The Company used a binomial lattice model in order to estimate the fair value of the embedded derivative in the 2022 Notes. A binomial lattice model generates two probable outcomes, whether up or down, arising at each point in time, starting from the date of valuation until the maturity date. A lattice was initially used to determine if the 2022 Notes would be converted, called or held at each decision point. Within the lattice model, the following assumptions are made: (i) the 2022 Notes will be converted early if the conversion value is greater than the holding value; or (ii) the 2022 Notes will be called if the holding value is greater than both (a) the Redemption Price (as defined in the 2022 Notes Indenture) and (b) the conversion value plus the Coupon Make-Whole Payment at the time. If the 2022 Notes are called, then the holders will maximize their value by finding the optimal decision between (1) redeeming at the Redemption Price and (2) converting the 2022 Notes.

Using this binomial lattice model, the Company valued the embedded derivative using a “with-and-without method”, where the value of the 2022 Notes including the embedded derivative is defined as the “with”, and the value of the 2022 Notes excluding the embedded derivative is defined as the “without”. This method estimates the value of the embedded derivative by looking at the difference in the values between the 2022 Notes with the embedded derivative and the value of the 2022 Notes without the embedded derivative. The lattice model requires the following inputs: (i) price of Gevo common stock; (ii) Conversion Rate (as defined in the 2022 Notes Indenture); (iii) Conversion Price (as defined in the 2022 Notes Indenture); (iv) maturity date; (v) risk-free interest rate; (vi) estimated stock volatility; and (vii) estimated credit spread for the Company.

13


GEVO, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

As of September 30, 2017 and December 31, 2016, the estimated fair value of the embedded derivatives was zero.  Any decline in the estimated fair value of the embedded derivatives represents an unrealized gain which has been recorded as gain from change in fair value of embedded derivatives in the consolidated statements of operations. The Company recorded the estimated fair value of the embedded derivative with the 2022 notes, net in the consolidated balance sheets.

Derivative Warrant Liability

The following warrants were sold by the Company (all share totals have been adjusted to reflect reverse stock-splits, if applicable):

 

In December 2013, the Company sold warrants to purchase 71,013 shares of the Company’s common stock (the “2013 Warrants”).

 

In August 2014, the Company sold warrants to purchase 50,000 shares of the Company’s common stock (the “2014 Warrants”).

 

In February 2015, the Company sold Series A warrants to purchase 110,833 shares of the Company’s common stock (the “Series A Warrants”) and Series B warrants to purchase 110,883 shares of the Company’s common stock (the “Series B Warrants”).

 

In May 2015, the Company sold Series C warrants to purchase 21,500 shares of the Company’s common stock (the “Series C Warrants”).  

 

In December 2015, the Company sold Series D warrants to purchase 502,500 shares of the Company’s common stock (the “Series D Warrants”) and Series E warrants to purchase 400,000 shares of the Company’s common stock (the “Series E Warrants”).

 

   In April 2016, the Company sold Series F warrants to purchase 514,644 shares of the Company’s common stock (the “Series F Warrants”) and Series H warrants to purchase 1,029,286 shares of the Company’s common stock (the “Series H Warrants”), and pre-funded Series G warrants (the “Series G Warrants”) to purchase 328,571 shares of the Company’s common stock, pursuant to an underwritten public offering.    

 

In September 2016, the Company sold Series I warrants to purchase 712,503 shares of the Company’s common stock (the “Series I Warrant”) and  pre-funded Series J warrants (“Series J Warrants”) to purchase 185,000 shares of the Company’s common stock, pursuant to an underwritten public offering.

 

In February 2017, the Company sold Series K warrants to purchase 6,250,000 shares of the Company’s common stock (the “Series K Warrants”) and Series M warrants to purchase 6,250,000 shares of the Company’s common stock (the “Series M Warrants”), and pre-funded Series L warrants (the “Series L Warrants”) to purchase 570,000 shares of the Company’s common stock, pursuant to an underwritten public offering.        


14


GEVO, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

The following table sets forth information pertaining to shares issued upon the exercise of such warrants as of September 30, 2017:

 

 

 

Issuance

Date

 

Expiration

Date

 

Exercise Price as of September 30, 2017

 

 

Shares

Underlying

Warrants on

Issuance Date

 

 

Shares Issued upon Warrant Exercises as of September 30, 2017

 

 

Shares Underlying Warrants Outstanding as of September 30, 2017

 

2013 Warrants

 

12/16/2013

 

12/16/2018

 

$

9.03

 

 

 

71,013

 

 

 

15,239

 

 

 

55,774

 

2014 Warrants

 

8/5/2014

 

8/5/2019

 

$

6.88

 

 

 

50,000

 

 

 

30,538

 

 

 

19,462

 

Series A Warrants

 

2/3/2015

 

2/3/2020

 

$

0.68

 

 

 

110,833

 

 

 

99,416

 

 

 

11,417

 

Series B Warrants

 

2/3/2015

 

8/3/2015

 

-

(1)

 

110,833

 

 

 

96,795

 

 

 

-

 

Series C Warrants

 

5/19/2015

 

5/19/2020

 

$

5.55

 

 

 

21,500

 

 

 

-

 

 

 

21,500

 

Series D Warrants

 

12/11/2015

 

12/11/2020

 

$

2.00

 

 

 

502,500

 

 

 

501,570

 

 

 

930

 

Series E Warrants

 

12/11/2015

 

12/11/2016

 

-

(1)

 

400,000

 

 

 

400,000

 

 

 

-

 

Series F Warrants

 

4/1/2016

 

4/1/2021

 

$

2.00

 

 

 

514,644

 

 

 

233,857

 

 

 

280,787

 

Series G Warrants

 

4/1/2016

 

4/1/2017

 

-

(1)

 

328,571

 

 

 

328,571

 

 

 

-

 

Series H Warrants

 

4/1/2016

 

10/1/2016

 

-

(1)

 

1,029,286

 

 

 

900,436

 

 

 

-

 

Series I Warrants

 

9/13/2016

 

9/13/2021

 

$

11.00

 

 

 

712,503

 

 

 

-

 

 

 

712,503

 

Series J Warrants

 

9/13/2016

 

9/13/2017

 

-

(1)

 

185,000

 

 

 

185,000

 

 

 

-

 

Series K Warrants

 

2/17/2017

 

2/17/2022

 

$

0.60

 

 

 

6,250,000

 

 

 

150,000

 

 

 

6,100,000

 

Series L Warrants

 

2/17/2017

 

2/17/2018

 

-

(1)

 

570,000

 

 

 

570,000

 

 

 

-

 

Series M(A) Warrants

 

2/17/2017

 

11/17/2017

 

$

2.35

 

 

 

2,305,000

 

 

 

-

 

 

 

2,305,000

 

Series M(B) Warrants

 

2/17/2017

(2)

11/17/2017

 

$

0.60

 

 

 

3,945,000

 

(2)

 

3,500,000

 

 

 

445,000

 

 

 

 

 

 

 

 

 

 

 

 

17,106,683

 

 

 

7,011,422

 

 

 

9,952,373

 

 

 

(1)

Warrants have either been fully exercised and/or expired as of September 30, 2017.    

 

(2)

In September 2017, 3,945,000 Series M warrants were repriced to $0.60. Of those warrants that were repriced, 3,500,000 were exercised in the third quarter of 2017, providing proceeds of $2.1 million.

 

The agreements governing the above warrants include the following terms:

 

certain warrants have exercise prices which are subject to adjustment for certain events, including the issuance of stock dividends on the Company’s common stock and, in certain instances, the issuance of the Company’s common stock or instruments convertible into the Company’s common stock at a price per share less than the exercise price of the respective warrants;

 

warrant holders may exercise the warrants through a cashless exercise if, and only if, the Company does not have an effective registration statement then available for the issuance of the shares of its common stock. If an effective registration statement is available for the issuance of its common stock a holder may only exercise the warrants through a cash exercise;

15


GEVO, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

 

the exercise price and the number and type of securities purchasable upon exercise of the warrants are subject to adjustment upon certain corporate events, including certain combinations, consolidations, liquidations, mergers, recapitalizations, reclassifications, reorganizations, stock dividends and stock splits, a sale of all or substantially all of the Company’s assets and certain other events; and

 

in the event of an “extraordinary transaction” or a “fundamental transaction” (as such terms are defined in the respective warrant agreements), generally including any merger with or into another entity, sale of all or substantially all of the Company’s assets, tender offer or exchange offer, or reclassification of its common stock, in which the successor entity (as defined in the respective warrant agreements) that assumes the successor entity is not a publicly traded company, the Company or any successor entity will pay the warrant holder, at such holder’s option, exercisable at any time concurrently with or within 30 days after the consummation of the extraordinary transaction or fundamental transaction, an amount of cash equal to the value of such holder’s warrants as determined in accordance with the Black Scholes option pricing model and the terms of the respective warrant agreement.  In some circumstances, the Company or successor entity may be obligated to make such payments regardless of whether the successor entity that assumes the warrants is a publicly traded company.

Based on these terms, the Company has determined that the 2013 Warrants, the 2014 Warrants, the Series A Warrants, the Series C Warrants, the Series D Warrants, the Series F Warrants, the Series I Warrants, the Series K Warrants, and the Series M Warrants (together, the “Warrants”) qualify as derivatives and, as such, are presented as derivative warrant liability on the consolidated balance sheets and recorded at fair value each reporting period. The fair value of the Warrants was estimated to be $2.1 million and $2.7 million as of September 30, 2017 and December 31, 2016, respectively. The decrease in the derivative warrant liability is the result of the decline in the Company’s stock price.  

 

During the nine months ended September 30, 2017, the Company issued 150,000 shares of common stock as a result of the exercise of Series K Warrants, 570,000 shares of common stock as a result of the exercise of Series L Warrants and 3,500,000 shares of common stock as a result of the exercise of Series M Warrants, resulting in a total proceeds of approximately $2.2 million.

In addition, in September 2017, as permitted by Section 2(a) of the Series M Warrants agreement the Board of Directors of the Company approved a voluntarily reduction of the exercise price of the Series M Warrants exercisable into 3,945,000 shares of the Company’s common stock from an exercise price of $2.35 per share of common stock to $0.60 per share of common stock, for the remaining term of these warrants. Except for the reduction in exercise price, the terms of these Series M Warrants remained unchanged. In September 2017, the Company issued 3,500,000 shares of common stock as a result of the exercise of these Series M Warrants. As of September 30, 2017, 445,000 Series M Warrants for which the exercise price had been adjusted to $0.60 remained outstanding. In October 2017, the remaining 445,000 Series M Warrants for which the exercise price had been adjusted to $0.60 were exercised, and the Company issued 445,000 shares of common stock as a result of these exercises.

   In October 2017, the Board of Directors of the Company approved voluntarily reductions of the exercise price of additional Series M Warrants exercisable into 1,185,000 shares of the Company’s common stock from an exercise price of $2.35 per share of common stock to $0.65 per share of common stock, and Series M Warrants exercisable into 300,000 shares of the Company’s common stock from an exercise price of $2.35 per share of common stock to $0.60 per share of common stock.  Except for the reduction in exercise price, the terms of these Series M Warrants remained unchanged.

In October 2017, the Company issued 1,930,000 shares of common stock as a result of the exercise of Series M Warrants, for which the price had been reset, and the Company received proceeds of approximately $1.2 million from these exercises. As a result, as of October 31, 2017, all of the Series M Warrants for which the exercise price had been adjusted were fully exercised.

In May 2016, as permitted by Section 2(a) of the Series H Warrant agreement, the Board of Directors of the Company approved a voluntary reduction of the exercise price of Series H Warrants exercisable into 375,000 shares of the Company’s common stock, from an exercise price of $15.00 per share of common stock to $6.00 per share of common stock, for the remaining term of these warrants. Except for the reduction in exercise price, the terms of these Series H Warrants remain unchanged.    

In June 2016, as permitted by Section 2(a) of the Series H Warrant agreement, the Board of Directors of the Company approved a voluntary reduction of the exercise price of Series H Warrants exercisable into 150,000 shares of the Company’s common stock, from an exercise price of $15.00 per share of common stock to $8.40 per share of common stock, for the remaining term of these warrants. The Board of Directors of the Company also approved a voluntary reduction of the exercise price of Series H Warrants exercisable into 100,000 shares of the Company’s common stock, from an exercise price of $15.00 per share of common stock to $10.40 per share of common stock, for the remaining term of these warrants. Ultimately, the Company adjusted the exercise price to

16


GEVO, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

$10.40 per share of common stock for Series H Warrants exercisable into 50,000 shares of the Company’s common stock. Except for the reduction in exercise price, the terms of these Series H Warrants remain unchanged.         

In June 2016, as permitted by Section 9 of the Series D Warrant agreement, the Company agreed with certain holders of the Series D Warrants to the amend the exercise price and accelerate the initial exercise date for Series D Warrants exercisable into 208,370 shares of the Company’s common stock held by such holders. Pursuant to that amendment, with respect to these Series D Warrants held by those holders, the exercise price was increased from an exercise price of $2.00 per share of common stock to $3.50 per share of common stock, for the remaining term of these warrants and the initial exercise date was changed from June 11, 2016 to June 8, 2016. Except for the change in exercise price and the initial exercise date, the terms of these Series D Warrants remained unchanged.      

As of September 30, 2017, all of the Series H Warrants and Series D Warrants for which the exercise price had been adjusted were fully exercised.

 

 

 

6. Accounts Payable and Accrued Liabilities

The following table sets forth the components of the Company’s accounts payable and accrued liabilities in the consolidated balance sheets (in thousands).

 

 

September 30

 

 

December 31,

 

 

2017

 

 

2016

 

Accounts payable - trade

$

1,559

 

 

$

2,611

 

Accrued legal-related fees

 

108

 

 

 

626

 

Accrued employee compensation

 

1,468

 

 

 

1,385

 

Accrued interest

 

437

 

 

 

359

 

Accrued taxes payable

 

231

 

 

 

136

 

Accrued  production fees

 

405

 

 

 

89

 

Short-term capital lease

 

-

 

 

 

147

 

Other accrued liabilities *

 

921

 

 

 

840

 

Total accounts payable and accrued liabilities

$

5,129

 

 

$

6,193

 

 

*

Other accrued liabilities consist of audit fees and a variety of other expenses, none of which individually represent greater than five percent of total current liabilities.

 

 

17


GEVO, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

7. Debt

2020 Notes   

The following table sets forth information pertaining to the 2020 Notes which is included in the Company’s consolidated balance sheets (in thousands).  

                

 

Principal

Amount

of 2020 Notes

 

 

Debt

Discount

 

 

 

 

Debt Issue

Costs

 

 

Total 2020 Notes

 

 

2020 Notes Embedded Derivative

 

 

Total 2020 Notes and 2020 Notes Embedded Derivative

 

Balance - December 31, 2016

$

-

 

 

$

-

 

 

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Issuance of 2020 Notes and related discounts and

   issue costs

$

16,492

 

 

$

(3,009

)

 

 

 

$

(792

)

 

$

12,691

 

 

$

6,975

 

 

$

19,666

 

Amortization of debt discount

 

-

 

 

 

265

 

 

 

 

 

-

 

 

 

265

 

 

 

-

 

 

 

265